| Schedule of Business Acquisitions, by Acquisition [Table Text Block] |
The following table presents the consideration paid, the fair value of the identifiable assets acquired and liabilities assumed, and the resulting goodwill.
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June 1, 2024 |
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As Recorded by FCB |
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Estimated Fair Value Adjustments |
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Estimated Fair Values as Recorded by NBI |
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Purchase Price Consideration: |
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Stock consideration(1) |
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$ |
14,299 |
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Cash consideration (2) |
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2,050 |
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Total purchase price consideration |
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$ |
16,349 |
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Identifiable assets: |
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Cash and cash equivalents |
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$ |
8,993 |
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$ |
(59 |
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$ |
8,934 |
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Securities |
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9,325 |
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(5 |
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9,320 |
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Loans, gross, purchased performing |
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115,589 |
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(7,720 |
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107,869 |
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Loans, gross, purchased credit deteriorated |
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11,157 |
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(822 |
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10,335 |
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Loans in process |
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539 |
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– |
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539 |
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Deferred fees and costs on loans |
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34 |
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(34 |
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– |
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Allowance for credit losses on loans |
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(881 |
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881 |
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– |
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Premises and equipment |
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3,003 |
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449 |
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3,452 |
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Core deposit intangible |
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– |
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2,100 |
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2,100 |
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Other assets |
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4,998 |
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966 |
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5,964 |
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Total identifiable assets acquired |
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$ |
152,757 |
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$ |
(4,244 |
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$ |
148,513 |
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Identifiable Liabilities |
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Deposits |
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$ |
130,323 |
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$ |
(606 |
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$ |
129,717 |
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Borrowings |
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5,250 |
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(20 |
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5,230 |
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Other liabilities |
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1,960 |
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131 |
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2,091 |
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Total identifiable liabilities assumed |
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$ |
137,533 |
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$ |
(495 |
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$ |
137,038 |
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Fair value of net assets acquired |
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$ |
11,475 |
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Goodwill |
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$ |
4,874 |
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(1)The Company issued 464,855 shares of its common stock valued at $30.76 per share, which was the closing price of the Company’s common stock on May 31, 2024, the last day of trading prior to the consummation of the acquisition. (2)Cash consideration was paid for shareholder elections, fractional shares and to settle outstanding vested stock options. The merger agreement provided for up to 10% of consideration to be paid in cash of $14.48 per FCB common share, at the shareholders’ election. Payments for shareholder elections and fractional shares totaled $1,769. Outstanding and vested options were settled at the difference between $14.48 and the strike price and totaled $281. The following table provides information on PCD and non-PCD loans as of the acquisition date:
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June 1, 2024 |
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PCD Loans |
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Non-PCD Loans |
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Number of loans |
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46 |
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498 |
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FCB recorded value |
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$ |
11,157 |
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$ |
115,589 |
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Discount for credit risk |
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(295 |
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(498 |
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Discount for non-credit factors |
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(527 |
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(7,222 |
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Fair value |
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$ |
10,335 |
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$ |
107,869 |
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